Customer E-book Template

CUSTOMER E-BOOK TEMPLATE — SERVICE AGREEMENT

Effective Date:    Service Provider:    Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of creating, designing and delivering digital publications and templates, including e-books, sales collateral, and related materials; and

WHEREAS, Client desires to engage Service Provider to develop a customized customer e-book template and related deliverables as described in this Agreement, and Service Provider agrees to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties intend that the terms of their engagement, payment, intellectual property ownership and confidentiality be governed by this written Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $    Deposit (due on signing): $

Invoices are due within days of receipt. Late payments will incur a late fee equal to per month on outstanding balances, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party except as required by law. Confidentiality obligations shall survive termination for years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all original content, layout files, source files and final deliverables created by Service Provider specifically for Client under this Agreement shall be the property of Service Provider or Client as selected by the parties. If intellectual property is assigned to Client, assignment shall be effective upon full payment of all fees due. If Service Provider retains ownership, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use the final deliverables for Client's business purposes.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider represents that the services will be provided in a professional manner consistent with industry standards. EXCEPT AS SET FORTH HEREIN, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and the indemnifying party shall control the defense and settlement, provided that the indemnifying party may not settle any claim that admits liability without the indemnified party's consent.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property provisions, neither party shall be liable to the other for special, incidental, consequential or punitive damages. The aggregate liability of each party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship. Service Provider is solely responsible for payment of its taxes and for all employment-related obligations for its personnel.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any schedules and exhibits attached hereto and any statements of work executed pursuant to this Agreement, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the subject matter hereof. Any amendments to this Agreement must be in writing and signed by both parties.

NOTICES

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